-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RJsq0ih9GMT+BZ/a7JePRmHx6G62DM2E+GpRpETVY8RrUNOlvmQj+38H0aY/7Roh ismksfgdCnnHR1BB1ca4IQ== 0000897101-01-500772.txt : 20020425 0000897101-01-500772.hdr.sgml : 20020425 ACCESSION NUMBER: 0000897101-01-500772 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011228 FILED AS OF DATE: 20011119 DATE AS OF CHANGE: 20020416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IPI INC CENTRAL INDEX KEY: 0000921753 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 411449312 STATE OF INCORPORATION: MN FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-15563 FILM NUMBER: 01795383 BUSINESS ADDRESS: STREET 1: 8091 WALLACE RD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 9529756200 MAIL ADDRESS: STREET 1: 8091 WALLACE RD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 PREM14A 1 ipi014718_14a.txt IPI, INC. PRELIMINARY PROXY STATEMENT SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [ ] Confidential, for Use of the [ ] Preliminary Proxy Statement Commission Only (as permitted [ ] Definitive Proxy Statement by Rule 14a-6(e)(2)) [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to [ ] Rule 240.14a-11(c) or [X] Rule 240.14a-12 IPI, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] $125 per Exchange Act Rule o-11(c)(1)(ii), 14a-6(i)(1) or Item 22(a)(2) of Schedule 14A [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: FROM: IPI, Inc. 8091 Wallace Road Eden Prairie, Minnesota 55344 United States (952) 975-6246 www.insty-prints.com Contact: Robert J. Sutter, CEO FOR IMMEDIATE RELEASE November 16, 2001 IPI, INC. ANNOUNCES AGREEMENT TO SELL INSTY-PRINTS AND PLAN OF LIQUIDATION - -------------------------------------------------------------------------------- MINNEAPOLIS, NOVEMBER 16, 2001---IPI, Inc. (AMEX:IDH) the parent company of Insty-Prints,Inc., franchisor of Insty-Prints fast-turnaround business printing centers, and Change of Mind Learning Systems, Inc., a franchisor of learning centers, announced today an Asset Purchase Agreement dated November 15, 2001 has been signed to sell the assets relating to its Insty-Prints franchise business to Allegra Holdings LLC. Allegra Holding LLC is the parent company of Allegra Network LLC which is the franchisor of more than 350 printing and graphic communications centers operating under the names of "Allegra Print and Imaging", American Speedy Printing Centers", "Quick Print", "Instant Copy", "Speedy Printing Centers" and "Zippy Print". IPI will receive $4,125,000 in cash in exchange for the sale of the operating assets of the Insty-Prints franchising business, less an amount for certain liabilities assumed by Allegra, plus an additional amount to be calculated at closing for certain accounts and notes receivable, inventory and prepaid expenses. IPI believes the total consideration for this sale will be approximately $5.6 million, $4.1 million to be received as of the date of closing and $1.5 million expected to be realized in the following 12 months. Income taxes associated with the sale are estimated to be $840,000 resulting in net proceeds of $1.05 per share of IPI stock currently outstanding. IPI will file a proxy statement to seek shareholder approval of the sale to Allegra as well as the approval to adopt a plan of liquidation and dissolution of the Company that will authorize a distribution to shareholders, de-registration of the Company's stock and dissolution of the Company. As a result of the Plan of Liquidation, the Company will de-list the Company's common stock from the American Stock Exchange and de-register the Company's common stock under the Securities and Exchange Act of 1934. The Plan of Liquidation is subject to, among other conditions, shareholder approval and upon the consummation of the sale of assets to Allegra. We estimate that net proceeds available, after all liquidation expenses and taxes, in one or more distributions to shareholders will be approximately $5.64 per share of IPI stock currently outstanding for non-controlling shareholders. This estimate of proceeds available for distribution includes the net proceeds from the sale to Allegra, as well as an assumed value for shares of Clarent Corporation common stock owned by IPI at its acquisition cost of approximately $6 per share, pursuant to a guarantee by the majority shareholders of IPI, as will be fully described in the proxy statement. Clarent common stock is currently suspended from trading. We believe there are a great deal of similarities and synergy between the Insty-Prints and Allegra franchise systems and the sale of Insty-Prints assets to Allegra offers many advantages to both franchise systems including the benefit of being part of a larger network. The sale of Insty-Prints allows IPI to proceed with its liquidation, dissolution and distribution plan to its shareholders. We believe our shareholders could realize a higher rate of return than has been historically experienced if IPI distributes its assets rather than operating its business or acquiring and operating another business. IPI , its board and executive officers, as well as certain other members of management and certain employees may be soliciting proxies from IPI shareholders in favor of the transactions described in this press release. Information concerning IPI's participants in this solicitation is set forth in the Company's annual report on Form 10-K for the year ended November 30, 2000 filed with the SEC on February 16, 2001. Please note that the Company will be filing a proxy statement with the Securities and Exchange Commission relating to these transactions. The proxy statement will be sent to shareholders seeking approval their approval of the these transactions. Shareholders of the Company are urged to read the proxy statement when it is filed with the SEC because it will contain important information. Once filed the proxy statement and other information filed by the Company will may be obtained free of charge at the SEC Website at the following URL www.sec.gov . In addition, documents filed with the SEC by the Company will be available free of charge from the Company's corporate secretary, obtained by addressing a request to IPI, Inc., Attn: Investor Relations 8091 Wallace Road, Eden Prairie, Minnesota 55344.. Requests may also be made by telephone at (952) 975-6246 ###### - -------------------------------------------------------------------------------- Any forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements involve risk and uncertainties including, without limitation, risks in product development and market acceptance of and demand for the Company's products, risks of downturns in economic conditions generally and specifically, risks associated with competition and competitive pricing pressures and other risks detailed in the Company's filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----